***

                    U. S. Securities and Exchange Commission
                            Washington, D. C.  20549

                                   FORM 10-QSB

[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  quarterly  period  ended  May 31,  2001

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

         For  the  transition  period  from                to
                                            --------------    ------------------


                           Commission File No.


                                NEW CINEMA PARTNERS
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                NEVADA                                 87-0772357
      -------------------------------             -------------------
      (State or other jurisdiction of               (IRS Employer
       Incorporation or Organization)             Identification No.)


               3200 Dufferin St. #404, North York, Ontario M6A 2T3
          ------------------------------------------------------------
                    (Address of Principal Executive offices)


                                 (416)297 2788
                                 --------------
                           (Issuer's telephone number)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                          Yes     X                 No
                               -------                   -------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:


           Class                               Outstanding at May 30, 2000
           -----                                 ----------------------------

Common  Stock,  no  par  value                            24,690,736


<PAGE>
***
Transitional  Small  Business  Disclosure  Form  (check  one):

                          Yes                       No     X
                              --------                 --------


                               NEW CINEMA PARTNERS


                                TABLE OF CONTENTS
                                   FORM 10-QSB


                                     PART I
                              FINANCIAL INFORMATION


Item  1.           Financial  Statements

Item  2.           Management's  Discussion  and  Analysis  or
                    Plan  of  Operation


                                     PART II
                                OTHER INFORMATION

Item  1.           Legal Proceedings

Item  2.           Changes  in  Securities  and  Use  of  Proceeds

Signatures

Exhibits


<PAGE>
***
                         PART I - FINANCIAL INFORMATION


Item  1.  Financial  Statements







<PAGE>
                               NEW CINEMA PARTNERS
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                              MAY 31, 2001 AND 2000




<PAGE>
<TABLE>
<CAPTION>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS





                                                                     May 31,               May 31,
                                                                      2001                     2001
                                                                   (Unaudited)
                                                               --------------------     --------------------
     ASSETS
CURRENT ASSETS
<S>                                                            <C>                      <C>
  Cash and cash equivalents                                    $             204        $             1,999

  Miscellaneous receivable                                                     -                     21,341

                                                               --------------------     --------------------
     Total current assets                                                    204                     23,340


OTHER ASSETS
  Intangible assets                                                    1,000,000                  1,000,000
  Debt issuance costs, net of accumulated amortization
   of $252,600 and $101,000                                              467,500                    505,400
                                                               --------------------     --------------------
     Total assets                                              $       1,467,704         $        1,528,740
                                                               ====================     ====================

     LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
     Accounts payable                                          $         265,895          $         272,941
     Accounts payable, related parties                                   195,000                    195,000
     Accrued interest                                                     25,035                     20,535
     Convertible note payable                                             95,000                     95,000
     Shareholder advance                                                   6,296                        818
                                                               --------------------     --------------------

        Total current liabilities                                        587,226                    584,294
     Loan payable - related party                                        150,000                    150,000
                                                               --------------------     --------------------

        Total liabilities                                                737,226                    734,294
                                                               --------------------     --------------------


STOCKHOLDERS' EQUITY
  Common stock, $0.001 par value;
    100,000,000 shares authorized,
    24,690,736 and 11,040,736 shares issued and outstanding               24,691                    24,191
  Additional paid-in-capital                                           3,257,119                 3,212,619
  Deficit accumulated during
    the development stage                                             (2,551,340)               (2,449,411)
  Cumulative foreign currency translation adjustment                           8                     7,047
                                                               --------------------     --------------------

     Total stockholders' equity                                          730,478                   794,446
                                                               --------------------     --------------------

     Total liabilities and stockholders' equity                $       1,467,704         $       1,528,740
                                                               ====================     ====================
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      - 1 -


<PAGE>
<TABLE>
<CAPTION>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                             February 18,
                                                                                                                 1999
                                                                       Three Months Ended May 31            (inception) to
                                                                       2001                 2000             May 31,2001
                                                                -------------------- -------------------- -------------------

<S>                                                             <C>                  <C>                  <C>
Revenue                                                         $                -   $               -    $              -


Selling, general and administrative expenses                                59,529             408,289           2,235,933
Amortization of debt issuance costs                                         37,900              37,900             290,500
Interest expense                                                             4,500               2,500              24,907
                                                                -------------------- -------------------- -------------------
Loss from operations before provision for income taxes                (    101,929)       (    448,689)         (2,551,340)

Provision for income taxes
                                                                                 -                   -                   -
                                                                -------------------- -------------------- -------------------

Net loss                                                        $     (    101,929)  $     (   448,689)        $ (2,551,340)
                                                                ==================== ==================== ===================

Net loss per share - basic and diluted                          $    (        0.01)  $       (    0.04)        $    (  0.17)
                                                                ==================== ==================== ===================

Weighted average number of common shares
 outstanding                                                    $       24,386,388   $    11,366,823            $ 14,880,098
                                                                ==================== ==================== ===================



</TABLE>




  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      - 2 -


<PAGE>
<TABLE>
<CAPTION>



                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY



                                                                                          Deficit
                                                                                          Accumulated  Foreign
                                                      Common Stock            Additional  During the   Currency
                                              ----------------------------      Paid-in   Development  Translation
                                                Shares              Amount      Capital   Stage        Adjustment        Total
                                             --------------    -----------  ------------ ------------  -----------------  -------
<S>                                            <C>              <C>          <C>          <C>           <C>              <C>
Balance, February 18, 1999 (Inception)         $          -     $      -     $      -     $        -    $    -           $       -


Sale of common stock, February 18, 1999           4,000,000        4,000       155,435             -         -             159,435

Acquisition of public shell corporation,
August 31, 1999                                      40,736           41         (41   )           -         -                   -


Sale of common stock, September 15, 1999          7,000,000        7,000       973,000             -         -             980,000

Issuance of options in connection with debt               -            -       758,000             -         -             758,000

Net loss                                                  -            -             -   ( 1,525,634)        -         ( 1,525,634 )

Foreign currency translation adjustment                   -            -             -             -     6,304               6,304
                                             ---------------    ---------   ----------- -------------  --------    ----------------

Balance, February 29, 2000                       11,040,736       11,041     1,886,394   ( 1,525,634)    6,304             378,105

Issuance of shares in connection with asset
acquisition,  May 22, 2000                        3,000,000        3,000       327,000             -         -             330,000

Issuance of shares for intangible assets,
June 27, 2000                                    10,000,000       10,000       990,000             -         -           1,000,000

Issuance of shares for services,
January 17, 2001                                    150,000          150         9,225             -         -               9,375

Net loss                                                  -            -             -  (    923,777)        -        (    923,777 )

Foreign currency translation adjustment                   -            -             -             -       743                 743
                                               -------------    ---------   ----------- -------------  --------    ----------------

Balance, May 31, 2001                       24,190,736       24,191     3,212,619   ( 2,449,411)    7,047             794,446

Issuance of shares for service,
April 26, 2001 (unaudited)                          500,000          500        44,500             -         -              45,000

Net loss (unaudited)                                      -            -             -  (    101,929)        -        (    101,929 )

Foreign currency translation
adjustment (unaudited)                                    -            -             -             -    (7,039)             (7,039 )
                                             ---------------    ---------   ----------- -------------  --------    ----------------

Balance, May 31, 2001 (unaudited)            $   24,690,736     $ 24,691    $ 3,257,119 $ (2,551,340)    $   8     $       730,478
                                             ===============    =========   =========== =============  ========    ================

</TABLE>


                The accompanying notes are integral part of these
                       consolidated financial statements.

                                      - 3 -




<PAGE>
<TABLE>
<CAPTION>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                                   February 18,
                                                                               Three Months Ended May 31               1999
                                                                                2001                2000          (inception) to
                                                                             (Unaudited)         (Unaudited)        May 31, 2001
                                                                         ------------------ ------------------- ----------------
 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                       <C>                 <C>                 <C>
      Net loss                                                            $       (101,929)   $       (448,689)   $     (2,551,340)
      Stock-based compensation                                                      45,000             330,000             384,375
      Amortization of debt issuance costs                                           37,900              37,900             290,500
      Decrease in receivable                                                        21,341                   -                   -
      (Decrease) Increase in accounts payable                                       (7,046)             81,136             460,895
      Increase in accrued interest                                                   4,500               2,500              25,035
                                                                          ----------------    ----------------    ----------------
 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
                                                                                      (234)              2,847          (1,390,535)
                                                                          ----------------    ----------------    ----------------

 CASH FLOWS FROM FINANCING ACTIVITIES -
      Sale of common stock                                                               -                   -           1,139,435
      Proceeds of loan payable                                                           -                   -             150,000
      Shareholder advances                                                           5,478                (503)            101,296
                                                                          ----------------    ----------------    ----------------
 NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
                                                                                     5,478                (503)          1,390,731
                                                                          ----------------    ----------------    ----------------

 Effect of currency translation on cash                                             (7,039)              5,320                   8
                                                                          ----------------    ----------------    ----------------

 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                                                                                    (1,795)              7,664                 204

 CASH AND CASH EQUIVALENTS -
   beginning of period                                                               1,999                  99                   -
                                                                          ----------------    ----------------    ----------------

 CASH AND CASH EQUIVALENTS - end of period                                $            204    $          7,763    $            204
                                                                          ================    ================    ================
</TABLE>

SUPPLEMENTAL INFORMATION:
    During the period  February 18, 1999 to May 31, 2001,  the Company paid
no cash for interest or income taxes.



  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      - 4 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MAY 31, 2001 AND 2000

   NOTE 1 -      DESCRIPTION OF BUSINESS AND SUMMARY
                 OF SIGNIFICANT ACCOUNTING POLICIES

                    Nature of Operations
                    The Company is currently a  development-stage  company under
                    the provisions of the Financial  Accounting  Standards Board
                    ("FASB")   Statement  of  Financial   Accounting   Standards
                    ("SFAS") NO. 7.

                    Interim Financial Information
                    The accompanying unaudited interim financial statements have
                    been prepared by the Company,  in accordance  with generally
                    accepted accounting principles pursuant to Regulation S-B of
                    the Securities and Exchanges Commission. Certain information
                    and  footnote   disclosures  normally  included  in  audited
                    financial  statements  prepared in accordance with generally
                    accepted  accounting   principles  have  been  condensed  or
                    omitted.  Accordingly,  these interim  financial  statements
                    should be read in conjunction  with the Company's  financial
                    statements and related notes as contained in Form 10-KSB for
                    the  year  ended  February  28,  2001.  In  the  opinion  of
                    management,  the interim  financial  statements  reflect all
                    adjustments,   including   normal   recurring   adjustments,
                    necessary  for  fair  presentation  of the  interim  periods
                    presented.  The results of  operations  for the three months
                    ended May 31, 2001 are not necessarily indicative of results
                    of operations to be expected for the full year.


                    Going Concern Uncertainty
                    The accompanying  unaudited  financial  statements have been
                    prepared in conformity  with generally  accepted  accounting
                    principles, which contemplate continuation of the Company as
                    a going  concern.  However,  the Company has no  established
                    source of revenue.  This  factor  raises  substantial  doubt
                    about the Company's  ability to continue as a going concern.
                    Without  realization  of  additional  capital,  it  would be
                    unlikely for the Company to continue as a going concern. The
                    financial statements do not include any adjustments relating
                    to the  recoverability  and classification of recorded asset
                    amounts  and  classification  of  liabilities  that might be
                    necessary  should  the  Company  be  unable to  continue  in
                    existence.

                    The  Company has decided not to pursue its plan to become an
                    independent  film production  company.  It intends to market
                    its  intellectual  properties.  It will  also seek to obtain
                    funds  through  the  sale  of  additional   equity  or  debt
                    securities  and  intends to satisfy a portion of its current
                    debt through the issuance of equity securities.








                                      - 5 -


<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MAY 31, 2001 AND 2000


NOTE 2 -            COMMON STOCK

                    On April 26,  2000,  the Company  issued  500,000  shares of
                    common stock for services valued at $45,000.

                    On May 22,  2000  the  Company  issued  300,000  shares  for
                    services valued at $330,000.

                    The Company issued a total of 1,125,000  shares  pursuant to
                    two  contracts  entered into during the year ended  February
                    28,  2001.  No  services  had  been  performed  under  these
                    contracts and the  contracts  were  cancelled  subsequent to
                    May 31, 2001.  The shares issued were cancelled and are
                    not  reflected  as  being  issued  and  outstanding  in  the
                    financial statements.

NOTE 3 -            CONVERTIBLE NOTE PAYABLE

                    The Company has received advances aggregating $95,818 from a
                    shareholder for working capital purposes.

                    On February 15, 2001, the Company issued a convertible  note
                    in the  amount of  $95,000  to secure  substantially  all of
                    these advances.  The note bears interest at a rate of 8% per
                    year and is due on February 15, 2002.  Principal and accrued
                    interest is convertible at any time into common stock at the
                    rate of $0.07 per share.  For every  dollar  converted,  the
                    holder  shall  receive  an  option to  acquire  one share of
                    common stock, at an exercise price of $0.50, exercisable for
                    three years.

NOTE 4 -            SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIAL ACTIVITY:

                    During the period  ended May 31,  2001,  the Company  issued
                    500,000 shares of common stock, valued at $45,000, for legal
                    services.

                    During  the period  ended May 31,  2000 the  Company  issued
                    3,000,000  shares of common stock,  valued at $330,000,  for
                    services provided in connection with an asset acquisition.

NOTE 5 -            SUBSEQUENT EVENTS

                    Subsequent to May 31, 2001:

                 o  The holder of the  convertible  note  described in Note 3
                    converted  $95,000 of principal and $1,900 of accrued
                    interest into 1,384,285 shares of common stock.

                 o  The Company satisfied  accounts payable of $215,000 and
                    accounts payable to related parties of $193,000 through
                    the issuances of a total of 5,100,000  shares of common
                    stock.



                                      - 6 -

<PAGE>


                               NEW CINEMA PARTNERS
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MAY 31, 2001 AND 2000


NOTE 5 -                 SUBSEQUENT EVENTS (continued)

                     o   The Company  entered  into a share  exchange  agreement
                         pursuant  to which it will issue  25,000,000  shares of
                         common   stock  to  acquire   all  of  the  issued  and
                         outstanding stock of Imperial Logistics,  Inc. ("ILI").
                         ILI has a right to cancel the  agreement if the parties
                         fail to  obtain  financing  for a  minimum  of  500,000
                         Canadian dollars by August 31, 2001.
















                                      - 7 -



<PAGE>
<PAGE>
Item 2.  Management Discussion and Analysis or Plan of Operation


Three Months Ending May 31, 2000 Compared to
Three Months Ending May 31, 1999

     The following  discussion relates to the results of our operations to date,
and our financial  condition:  This document contains forward looking statements
relating to our Company's future economic  performance,  plans and objectives of
management for future operations, projections of revenue mix and other financial
items  that are  based on the  beliefs  of, as well as  assumptions  made by and
information  currently  known to, our management.  The words "expects,  intends,
believes,   anticipates,   may,  could,  should"  and  similar  expressions  and
variations  thereof are  intended to identify  forward-looking  statements.  The
cautionary  statements  set forth in this section are intended to emphasize that
actual results may differ materially from those contained in any forward looking
statement.  Development  stage  activities.  The Company has been a  development
stage  enterprise  from its  inception  February 18, 1999 to May 31, 2001.  From
July,  2000 to July,  2001 the Company had been in the process of  developing  a
film  production  and  distribution  business by utilizing  assets and talent it
acquired pursuant to an asset acquisition consummated on June 27, 2000. Prior to
that the Company had been  involved in a venture to develop and market  internet
software,  and a venture to create own and  manage a  proprietary  type of movie
theatres,  none of which had  resulted in any  revenues.  Since  December,  1999
management  has devoted the majority of its efforts to initiating the process of
finding a suitable  business for the Company to become involved with,  obtaining
the  intellectual  property assets,  and reorganizing the Company  thereforth to
enable it to go into film  production,  obtaining new customers for sale of film
and television productions, developing sources of supply, developing and testing
its  marketing  strategy and finding a management  team to begin the process of:
completing its marketing  goals; and furthering its research and development for
its  products.  These  activities  were funded by the Company's  management  and
investments  from  stockholders  in the  amount of  $245,818 . In March 2001 the
Company  accepted the  resignation  of Damian Lee, the President of the Company.
Mr. Lee's  resignation  has presented a  predicament  to the Company in that the
exploitation  of the assets  acquired from Stone Canyon  Pictures was based upon
his  professional  leadership  as a movie  producer.  As a result  the  business
direction of the company is uncertain. In June, 2001, the Company entered into a
purchase  agreement with Imperial Logistics Inc. of Quebec,  Canada whereby,  if
the envisioned  transaction is completed,  the Company will become active in the
shipping and logistics industry

     The  Company  will  endeavor to market and sale the  intellectual  property
however,  there is no guarantee that the Company will be successful at marketing
or selling the intellectual property.

     There is no guarantee that the Company will be successful at completing the
acquisition of mperial Logistics Inc. of Quebec.

     The Company has not yet generated  sufficient  revenues  during its limited
operating period of reorganization to fund its ongoing  operating  expenses,  or
fund its marketing  plans and product  development  activities.  There can be no
assurance that  development  of the marketing  plans will be completed and fully
tested in a timely manner and within the budget  constraints  of management  and
that the Company's  marketing research will provide a profitable path to utilize
the  Company's  marketing  plans.  Further  investments  into market  design and
implementation  and development,  marketing research as defined in the Company's
operating plan will significantly  reduce the cost of development,  preparation,
and  processing of purchases  and orders by enabling the Company to  effectively
compete in the market place.

     Results of Operations for the three months ended May 31, 2001. For the year
ended May 31, 2001, the Company  generated net sales of $-0-. The Company's cost
of goods sold for the three  months ended May 31, 2000 was $-0-.  The  Company's
gross  profit on sales was $-0- for the three  months  ended May 31,  2000.  The
Company's general and administrative costs aggregated  approximately $59,529 for
the three months ended May 31, 2001. These expenses  represent carry over losses
from the Company's  reorganization,  bank charges and the payment of fees to the
stock transfer agent and other expenses  necessary for the  continuation  of the
business. This increase represents essentially fees for the time spent doing the
marketing  research,  planning and  reorganization of the business for its entry
into the shipping industry.

     Liquidity and Capital  Resources.  The Company had a cash balance of $1,999
at May 31,  2001,  as compared to $99 for the three  months  ended May 31, 2000.
Working capital at May 31, 2001 and May 31 , 2000 was negative at  $(587,004)and
$(128,895)  respectively.  For the three  months  ended May 31, 2001 and working
capital was provided by management for the payment of expenses.  At May 31, 2001
and May 31, 2000, the Company continued to be funded through an shareholder loan
of 6,296, wit totals aggregating $163,491 and 163,994  respectively.  During the
next twelve months the Company's  Plan of Operation  recognizes  that due to the
fact that the company  does not have  sufficient  cash on hand to  continue  its
current  operations based on its current general and admistrative  expenses that
the company will require private placement  financing or will require additional
loans  from   shareholders  or  the  officers  and  directors  of  the  Company.
Additionally,  the Company  recognizes that there are no assurances that it will
be  successful  in  obtaining  any private  placement  financing  the Company is
confident that it will be capable of obtaining such loans.  The Company  intends
to sell its  intellectual  property  rights at this time however,  in connection
with the  development  financing  strategy  it may joint  venture or  co-produce
projects related to the underlying  intellectual  property. The Company does not
anticipate  a  significant  increase  or  decrease  in the  number  of full time
employees it currently  employs.  In view of the  uncertainties  concerning  the
Companies continued  existence as a going concern,  the Company does not plan to
pursue its business plan as an independent film production  company. In order to
mitigate the  possibility of the Company  failing to maintain as a going concern
the Company will endeavor to initiate the following  steps:  1. The Company will
endeavor to complete its acquisition in the Shipping and Logistics field. 2. The
Company will endeavor to complete a private  placement to fund future operations
should the Company complete an acquisition in the Shipping and Logistics Field.

     The Company's  current expenses are manageable.  All six employees have not
taken a salary to date and will not draw a salary until such time as the Company
completes a  significant  financing.  Management  loans should  satisfy  current
expenses until such time the Company completes any such financing and management
believes that it will be capable of maintaining  under current  arrangements for
at least the next twelve months.  Thereafter,  if cash generated from operations
is insufficient to satisfy the Company's working capital and capital expenditure
requirements,  the Company may be  required  to sell  additional  equity or debt
securities or obtain  additional  credit  facilities.  There can be no assurance
that such financing, if required, will be available on satisfactory terms, if at
all.
<PAGE>



                           PART II - OTHER INFORMATION

Item  1.  Legal Proceedings



Item 2. Changes in Securities and Use of Proceeds



<PAGE>




Item 6. Exhibits  and  Reports  on  Form  8-K

(A)     Exhibits
        --------

27.1    Financial  Data  Schedule

(B)     Reports  on  Form  8-K
        ----------------------

None


SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          New Cinema Partners  Corporation
                                          (Registrant)



Dated:   July 20,  2001              By: /s/ Martin Lapedus
                                          ---------------------------
                                          Martin Lapedus
                                          President  and  CEO



<PAGE>